Welcome to our dedicated page for Profusa SEC filings (Ticker: PFSA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Profusa, Inc. (Nasdaq: PFSA) SEC filings page provides access to the company’s official regulatory documents filed with the U.S. Securities and Exchange Commission. Profusa is a commercial stage digital health and medical technology company focused on tissue-integrated biosensors and its Lumee Oxygen tissue monitoring platform, and its filings offer detailed insight into its capital structure, governance, financing arrangements and listing status.
Through this page, users can review current reports on Form 8-K where Profusa discloses material events such as securities purchase agreement amendments, senior secured convertible promissory note modifications, equity line of credit approvals, Nasdaq listing notifications, and manufacturing or commercial milestones referenced in Regulation FD disclosures. These 8-K filings explain key terms of convertible notes, floor price adjustments, tranche structures and mandatory prepayment provisions tied to equity line proceeds.
Investors can also access proxy statements on Schedule 14A, which describe special meetings of stockholders convened to approve items such as potential issuance of more than 19.99% of outstanding shares upon conversion of senior secured convertible notes, increases in authorized common shares, and proposals authorizing the board to implement one or more reverse stock splits within a specified ratio range. These documents outline the board’s recommendations, voting requirements and the rationale behind each corporate action.
Additional filings include registration statements on Form S-1 and related amendments, which detail resale registrations for shares issuable upon conversion of Profusa’s notes, as well as the company’s status as an emerging growth company and smaller reporting company. Notifications of late filing on Form 12b-25 explain timing for quarterly reports when additional time is needed to finalize disclosures.
On Stock Titan, each Profusa filing is accompanied by AI-powered summaries that highlight the main points of lengthy documents, helping users quickly understand complex financing terms, proposed charter amendments, or Nasdaq compliance updates. Real-time integration with EDGAR ensures that new 8-Ks, S-1 amendments, proxy statements and other PFSA filings appear promptly, while insider transaction reports on Form 4 and periodic reports such as 10-K and 10-Q (when filed) can be browsed and compared over time.
This page is designed to help investors, analysts and other interested readers interpret Profusa’s regulatory disclosures around its Lumee biosensor platform, capital-raising activities, authorized share changes and potential reverse stock splits using concise AI explanations alongside the full official documents.
Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026. Stockholders elected Lauren Chung as a Class I director to serve until the 2029 annual meeting. A quorum was present, with 1,816,505 of 4,660,268 eligible common shares represented.
Stockholders approved an amendment allowing the board to implement one or more reverse stock splits over the next two years at ratios between 1-for-5 and up to an aggregate 1-for-200, any time on or before June 23, 2028. They also approved issuing a new series of convertible preferred stock, and the related common shares upon conversion, to Bio Insights LLC as consideration for acquiring PanOmics Assay assets.
In addition, stockholders approved the potential issuance of more than 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC. They also increased the 2025 Equity and Incentive Plan share reserve from 100,386 to 795,930 shares, representing 15% of 4,510,268 common shares outstanding as of May 7, 2026, after giving effect to the reverse stock split.
Profusa, Inc. registers 179,272,293 shares of Common Stock for resale by the identified selling stockholders.
The registered shares include up to 150,568,827 shares held by Ascent Partners Fund LLC under the ELOC Purchase Agreement; up to 20,027,859 shares issuable upon conversion of convertible notes (aggregate principal ~$7.0 million); up to 3,333,333 shares issuable upon exercise of an inducement warrant; and up to 5,342,274 shares issuable upon conversion of Sponsor notes (aggregate principal ~$1.9 million).
The company states it will not receive proceeds from resales by the selling stockholders, although it may receive up to $100,000,000 in aggregate gross proceeds from sales of Purchase Shares to Ascent under the ELOC Purchase Agreement. The prospectus supplement discloses a Nasdaq last sale price of $0.26 per share as of June 5, 2026.
Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit. For Advance Notices from June 8, 2026 through July 15, 2026, each draw can cover up to 9.99% of shares outstanding, capped at $200,000 per notice.
During this period, Ascent will fund purchases upon share delivery, paying 97% of the lowest volume‑weighted average price of the common stock over the ten trading days before the Advance Notice date. A True-Up Mechanism can require Profusa to issue additional shares if later VWAP levels are lower, potentially increasing dilution to existing stockholders.
Group of affiliated holders files Amendment No. 3 to a Schedule 13G/A reporting shared beneficial ownership of 590,400 shares of Profusa Common Stock, representing 9.99% based on May 12, 2026 outstanding shares of 4,660,268. The disclosed position reflects up to a contractual Blocker Amount that limits conversions of certain Convertible Notes and purchases under a Securities Purchase Agreement (the “ELOC Agreement”).
As of June 5, 2026, Ascent directly held 35,642 shares and there are up to 554,758 shares underlying the Convertible Notes counted toward the Blocker cap. The filing also records an internal reorganization: Dominion Capital Holdings LLC no longer beneficially owns shares and Eagle Claw Corp. became a >5% beneficial owner for reporting purposes.
Profusa, Inc. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. filed a prospectus supplement updating a resale registration that covers 179,272,293 shares of Common Stock for resale by identified selling stockholders. The resale pool includes up to 150,568,827 shares from Ascent under an equity line purchase agreement and additional shares issuable on conversion or exercise from Ascent and the Sponsor. The company will not receive proceeds from resale transactions by the selling stockholders; separately, the company may elect to sell Purchase Shares to Ascent under the ELOC Purchase Agreement for up to $100,000,000 in aggregate gross proceeds. The supplement incorporates three recent Form 8-Ks that describe Nasdaq correspondence granting an exception to continue listing subject to interim milestones, the company’s transfer to The Nasdaq Capital Market effective May 15, 2026, and an Advance Notice requesting Ascent purchase mechanics under the equity line, including a 97% VWAP funding mechanism and a True-Up Mechanism.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. reported a net loss of $3.5 million for the three months ended March 31 2026, compared with $2.7 million a year earlier, as research and development and legal and accounting costs increased. Cash fell to $0.4 million from $1.8 million at year‑end, while total liabilities were $29.1 million against total assets of $0.9 million, leaving a stockholders’ deficit of $28.2 million. The company recorded a $1.4 million gain from forgiveness of its remaining PPP loan but also realized a $0.3 million loss exiting its Bitcoin treasury strategy. Management disclosed a working capital deficit of about $28.4 million and concluded that substantial doubt exists about its ability to continue as a going concern, relying on an equity line of credit, PIPE notes and future financings to fund operations while pursuing regulatory approvals and commercialization of its Lumee Oxygen and Lumee Glucose platforms and navigating Nasdaq listing compliance.